ex10-1.htm


     

    Exhibit
10.1

    Third
Amendment To Revolving

    Credit
and Term Loan Agreement

    


    This
THIRD AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”)
is entered into as of August 6, 2008, by and among:  Centerline
Holding Company and Centerline Capital Group Inc. (collectively, the
“Borrowers”); those Persons listed as Guarantors on Schedule 1 hereto
(each, a “Guarantor,” and, collectively, the “Guarantors”); and those Lenders
constituting the Required Lenders, each as set forth on a counterpart signature
page hereto, substantially in the form of Schedule 2 hereto
(the “Required Lenders”).

     

    RECITALS

     

    Reference
is made to the following facts that constitute the background of this
Amendment:

     

    A.           The
parties hereto, among others, have entered into that certain Revolving Credit
and Term Loan Agreement, dated as of December 27, 2007 (as amended, restated,
supplemented or otherwise modified from time to time, the “Loan
Agreement”).  Capitalized terms used herein and not otherwise defined
herein shall have the same meanings herein as ascribed to them in the Loan
Agreement;

     

    B.           The
Borrowers and the Guarantors have requested that the net worth covenant in
Section 10.14 of the Loan Agreement, and certain defined terms used to determine
compliance with such net worth covenant, be amended; and

     

    C.           The
Required Lenders are willing to grant such request on the terms and conditions
set forth in this Amendment.

     

    NOW,
THEREFORE, in consideration of the foregoing recitals and of the
representations, warranties, covenants and conditions set forth herein and in
the Loan Agreement, and for other valuable consideration the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as
follows:

     

    Section
1.                      Amendments.

     

    (a)           Section
1.1.2 is hereby amended by adding the following new defined term after the term
“Net Proceeds”:

     

    “Net Worth. CHC’s
total shareholders’ equity as set forth on the most recent balance sheet of CHC
in accordance with GAAP as adjusted in the following manner, in each case, as
such adjustment is approved by the Administrative Agent in its reasonable
discretion: (i) by adding the amount attributable to Reclassified CRA Shares on
the balance sheet of CHC to the extent not already included therein, (ii) by
adding any charge to shareholders’ equity based on (A) the difference between
fair value of the Reclassified CRA Shares as of the date on which such shares
required reclassification and the carrying basis of such shares, and (B) the
difference between the fair value of the Reclassified CRA Shares as of the date
on which such shares required reclassification and the future redemption price
of such shares, and (iii) by eliminating the increase or decrease to
shareholders’ equity caused by the consolidation of Centerline High Yield CMBS
Fund I LLC, Centerline High Yield CMBS Fund II LLC, Centerline High Yield CMBS
Fund III LLC and Centerline Real Estate Special Situations 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Mortgage
Fund LLC (collectively, the “Consolidated Funds”) solely because of the
application of FIN 46.”

     

    (b)           Section
1.1.2 is hereby amended by adding the following new defined term after the term
“Public Lender”:

     

    “Reclassified CRA
Shares.  Collectively, the Convertible Community Reinvestment
Act Preferred Shares and the 4.4% Cumulative Perpetual Convertible CRA Preferred
Shares (as such terms are defined in CHC’s Filings) that have been reclassified
outside of permanent equity provided that such shares are not redeemable by the
holder thereof prior to the Revolver Maturity Date.”

     

    (c)           Section
10.14 is hereby deleted in its entirety and replaced with the
following:

     

    “10.14                      Net
Worth.  CHC’s Net Worth shall be greater than $500,000,000 plus
75% of the Net Proceeds from any sale or issuance of CHC’s Capital Stock to the
extent included in shareholders’ equity.

     

    (d)           Exhibit
9.5.1(c) to the Loan Agreement is hereby replaced in its entirety with the form
of compliance certificate attached hereto as Exhibit
A.

     

    Section 2.    Representations and
Warranties.  The Borrowers and Guarantors, jointly and
severally, represent and warrant to the Lenders, the Swingline Lender, the
Issuing Bank and the Administrative Agent as of the date of this Amendment that:
(a) no Default is in existence from and after, or will result from, the
execution and delivery of this Amendment, or the consummation of any
transactions contemplated hereby; (b) each of the representations and warranties
of the Borrowers and the Guarantors in the Loan Agreement and the other Loan
Documents is true and correct in all material respects on the effective date of
this Amendment (except for representations and warranties limited as to time or
with respect to a specific event, which representations and warranties shall
continue to be limited to such time or event); and (c) this Amendment and the
Loan Agreement are legal, valid and binding agreements of the Borrowers and the
Guarantors and are enforceable against them in accordance with their
terms.

     

    Section 3.    Ratification.  Except
as hereby amended, the Loan Agreement, all other Loan Documents and each
provision thereof are hereby ratified and confirmed in every respect and shall
continue in full force and effect, and this Amendment shall not be, and shall
not be deemed to be, a waiver of any Default or of any covenant, term or
provision of the Loan Agreement or the other Loan Documents.  In
furtherance of the foregoing ratification, by executing this Amendment in the
spaces provided below, each of the Guarantors, on a joint and several basis,
hereby absolutely and unconditionally (a) reaffirms its obligations under the
Guaranties, and (b) absolutely and unconditionally consents to (i) the execution
and delivery by the Borrowers of this Amendment, (ii) the continued
implementation and consummation of arrangements and transactions contemplated by
the Loan Agreement (including, without limitation, as amended or waived hereby)
and the other Loan Documents, and (iii) the performance and observance by each
Borrower and each Guarantor of all of its respective agreements, covenants,
duties and obligations under the Loan Agreement (including, without limitation,
as amended hereby) and the other Loan Documents.

     

    Section 4.    Conditions
Precedent.  The agreements set forth in this Amendment are
conditional and this Amendment shall not be effective until receipt by the
Administrative Agent of a fully-executed counterpart of this
Amendment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section 5.    Counterparts.  This
Amendment may be executed and delivered in any number of counterparts with the
same effect as if the signatures on each counterpart were upon the same
instrument.  Any counterpart delivered by facsimile or by other
electronic method of transmission shall be deemed an original signature
thereto.

     

    Section 6.    Amendment as Loan
Document.  Each party hereto agrees and acknowledges that this
Amendment constitutes a “Loan Document” under and as defined in the Loan
Agreement.

     

    Section 7.    GOVERNING
LAW.  THIS FIRST AMENDMENT SHALL BE DEEMED TO CONSTITUTE A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, INCLUDING ARTICLE 5 OF
THE UCC, AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND 5-1402 OF THE
GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO ITS CONFLICTS OF LAW
RULES).

     

    Section 8.    Successors and
Assigns.  This Amendment shall be binding upon each of the
Borrowers, the Guarantors, the Lenders, the Swingline Lender, the Issuing Bank,
the Administrative Agent, the Agents and their respective successors and
assigns, and shall inure to the benefit of each such Person and their permitted
successors and assigns.

     

    Section 9.    Headings.  Section
headings in this Amendment are included herein for convenience of reference only
and shall not constitute a part of this Amendment for any other
purpose.

     

    Section
10.         Expenses.  Each
Borrower jointly and severally agrees to promptly reimburse the Administrative
Agent for all expenses, including, without limitation, reasonable fees and
expenses of outside legal counsel, such Person has heretofore or hereafter
incurred or incurs in connection with the preparation, negotiation and execution
of this Amendment and all other instruments, documents and agreements executed
and delivered in connection with this Amendment.

     

    Section
11.         Integration.  This
Amendment contains the entire understanding of the parties hereto and with any
other Lenders and parties to the Loan Agreement with regard to the subject
matter contained herein.  This Amendment supersedes all prior or
contemporaneous negotiations, promises, covenants, agreements and
representations of every nature whatsoever with respect to the matters referred
to in this Amendment, all of which have become merged and finally integrated
into this Amendment.  Each of the parties hereto understands that in
the event of any subsequent litigation, controversy or dispute concerning any of
the terms, conditions or provisions of this Amendment, no party shall be
entitled to offer or introduce into evidence any oral promises or oral
agreements between the parties relating to the subject matter of this Amendment
not included or referred to herein and not reflected by a writing included or
referred to herein.

     

    Section
12.       Jury Trial
Waiver.  THE BORROWERS, GUARANTORS, ADMINISTRATIVE AGENT AND
LENDERS BY ACCEPTANCE OF THIS AMENDMENT MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS FIRST
AMENDMENT, THE LOAN AGREEMENT, OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE
EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING,
WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR
ACTIONS OF ANY AGENT OR ANY LENDER RELATING TO THE ADMINISTRATION OF THE LOAN OR
ENFORCEMENT OF THE LOAN DOCUMENTS, ARISING OUT OF TORT, STRICT LIABILITY,
CONTRACT OR ANY OTHER LAW, AND AGREE THAT NO PARTY WILL SEEK TO 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CONSOLIDATE
ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT
BEEN WAIVED.

     

    


     

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blank; signature pages follow]

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the parties have caused this Third Amendment to be duly
executed by their duly authorized officers or representatives, all as of the
date first above written.

    
    

     

    
      	
              BORROWERS:

            	 	CENTERLINE HOLDING
      COMPANY
	 	 	 
	 	 	By: 	/s/
      Robert L. Levy
	 	 	 	Name: Robert L.
      Levy
	 	 	 	Title:   Chief
      Financial Officer
	 	 	 
	 	 	 
	 	 	CENTERLINE CAPITAL
      GROUP INC.
	 	 	 
	 	 	By:	/s/
      Robert L. Levy
	 	 	 	Name: Robert L.
      Levy
	 	 	 	Title:    Vice
      President


    

     

         

     

    


     

    (Signatures
continued on next page)

     

    


    
      
        
          
            S-Borrowers

            Signature
page to Third Amendment to Revolving Credit and Term Loan
Agreement

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
              GUARANTORS: 

            	 	CENTERLINE CAPITAL
      COMPANY LLC
	 	 	 
	 	 	By: 	/s/
      Marc D. Schnitzer
	 	 	 	Name: Marc D.
      Schnitzer
	 	 	 	Title:   President
	 	 	 
	 	 	 
	 	 	CENTERLINE
      AFFORDABLE HOUSING ADVISORS LLC
	 	 	 
	 	 	By:	/s/
      Marc D. Schnitzer
	 	 	 	Name: Marc D.
      Schnitzer
	 	 	 	Title:    Chief
      Executive Officer


    

     

    
      	
               

            	 	CENTERLINE/AC
      INVESTORS LLC
	 	 	 
	 	 	By: 	/s/
      Marc D. Schnitzer
	 	 	 	Name: Marc D.
      Schnitzer
	 	 	 	Title:   Chief
      Executive Officer
	 	 	 
	 	 	CENTERLINE HOLDING
      TRUST
	 	 	 
	 	 	By:	/s/
      Marc D. Schnitzer
	 	 	 	Name: Marc D.
      Schnitzer
	 	 	 	Title:    Chief
      Executive Officer


    

    


    
      	 	 	CENTERLINE INVESTORS
      I LLC
	 	 	 
	 	 	By:	/s/
      Marc D. Schnitzer
	 	 	 	Name: Marc D.
      Schnitzer
	 	 	 	Title:    Chief
      Executive Officer


    

    
    

     

    


     

    (Signatures
continued on next page)

     

    


    
      
        
          
            S-Guarantors

            Signature
page to Third Amendment to Revolving Credit and Term Loan
Agreement

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

    
      	
              GUARANTORS
      (CONT.):  

            	 	CENTERLINE REIT
      INC.
	 	 	 
	 	 	By: 	/s/
      Bryan Carr
	 	 	 	Name: Bryan
      Carr
	 	 	 	Title:   Chief
      Financial Officer
	 	 	 
	 	 	CENTERLINE SERVICING
      INC.
	 	 	 
	 	 	By:	/s/
      Bryan Carr
	 	 	 	Name: Bryan
      Carr
	 	 	 	Title:   Chief
      Financial Officer


    

    

      	
               

            	 	CENTERLINE FINANCE
      CORPORATION
	 	 	 
	 	 	By: 	/s/
      Bryan Carr
	 	 	 	Name: Bryan
      Carr
	 	 	 	Title:   Chief
      Financial Officer
	 	 	 
	 	 	 
	 	 	CENTERLINE INVESTOR
      LP LLC
	 	 	 
	 	 	By:	/s/
      Justin Ginsberg
	 	 	 	Name: Justin
      Ginsberg
	 	 	 	Title:   Vice
      President


    

     

    
      	 	 	CENTERLINE INVESTOR
      LP II LLC
	 	 	 
	 	 	By:	/s/
      Justin Ginsberg
	 	 	 	Name: Justin
      Ginsberg
	 	 	 	Title:   Vice
      President


    

     

    
      	
               

            	 	CENTERLINE CREDIT
      MANAGEMENT LLC
	 	 	 
	 	 	By: 	/s/
      Nicholas A.C. Mumford
	 	 	 	Name: Nicholas A.C.
      Mumford
	 	 	 	Title:   Executive
      Managing Director
	 	 	 
	 	 	 
	 	 	CM INVESTOR
      LLC
	 	 	 
	 	 	By:	/s/
      Marc D. Schnitzer
	 	 	 	Name: Marc D.
      Schnitzer
	 	 	 	Title:   Chief
      Executive Officer


    

     

          

    


    


     

    (Signatures
continued on next page)

     

    


    
      
        
          
            S-Guarantors

            Signature
page to Third Amendment to Revolving Credit and Term Loan
Agreement

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Schedule
1

    


    Guarantors

     

    
      	
              1. 

            	
              Centerline
      Investor LP,

            
	
              2. 

            	Centerline
      Investor LP II,
	
              3. 

            	CCC,
	
              4. 

            	CAHA,
	
              5. 

            	Centerline/AC,
	
              6. 

            	Holding
      Trust,
	
              7. 

            	Centerline
      Investors,
	
              8. 

            	Centerline
      REIT Inc.,
	
              9. 

            	Centerline
      Servicing Inc.,
	
              10. 

            	Centerline
      Finance Corporation,
	
              11. 

            	Credit
      Management, and
	
              12. 

            	CM
      Investor LLC.


    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Schedule
2

    


    Form of Signature Page for
Lenders included in Required Lenders for purposes of approving THIRD AMENDMENT
TO REVOLVING CREDIT AND TERM LOAN AGREEMENT:

    


    


    The
undersigned hereby evidences its agreement to the terms of the THIRD AMENDMENT
TO REVOLVING CREDIT AND TERM LOAN AGREEMENT, and the consummation of the
transactions contemplated thereby, amending that certain Revolving Credit and
Term Loan Agreement dated as of December 27, 2007 by and among Centerline
Holding Company and Centerline Capital Group Inc. as the Borrowers, the
Guarantors described therein, the Lenders described therein, and Bank of
America, N.A., as Administrative Agent, Swingline Lender and Issuing Bank, as
such agreement is amended, restated, supplemented or otherwise modified from
time to time.

    


    


    [Name
of Lender]

    


    


    By:
________________________________

    Name:

    Title:

    


    


    Representing
_____% of all Term Loans outstanding, all Revolving Exposure, unused Revolving
Loan Commitments and unused Term Loan Commitments

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Exhibit
A

    


    [Schedule
9.5.1 – Form of Compliance Certificate]